Speech

Managing uncertainty: the new strategic role of boards

Boards must evolve to analyse geopolitical, digital and macroeconomic risks, and become long-term decision-makers

4' min read

Translated by AI
Versione italiana

4' min read

Translated by AI
Versione italiana

Uncertainty is no longer a temporary phase. It has become a structural condition. And this realisation must change the way boards interpret their role and organise their work.

The current context – wars, trade tensions, deregulation, the fragmentation of the geopolitical balance, and energy and technological transitions proceeding at different and often uncoordinated speeds – is causing profound disruptions to business models, value chains and financial markets. The consequences of this are plain for all to see: growing uncertainty regarding trade and investment rules, the vulnerability of supply chains, market volatility and the gradual weakening of multilateral cooperation. No company, in any sector, can consider itself immune to these dynamics. And no board of directors can afford to treat them as exogenous variables over which it has neither influence nor responsibility.

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Finding Your Way in Uncertainty

If instability is set to become permanent, the response must be structural. Not reactive, but proactive. Boards cannot simply take note of events: they must be the forum where geopolitical, economic and regulatory tensions are analysed, interpreted and translated into informed decisions regarding which risks to mitigate, which opportunities to capitalise on, and the areas in which to invest in order to build sustainable long-term value. This is the highest function of governance at this juncture in history: to steer the organisation through uncertainty.

All this calls for a qualitative leap in the way boards operate. Governance can no longer be a predominantly reactive function. It must be able to analyse scenarios, ask management the right questions, and maintain a long-term perspective even when the context pushes towards defensive and short-term decisions. Geopolitical and macroeconomic risk is not an issue to be managed on an ad hoc basis: it must be permanently integrated into boards’ decision-making processes, with the same systematic approach used to manage operational or financial risks.

Added to this, with increasing urgency, are the risks arising from digital transformation, artificial intelligence and growing cyber exposure – areas in which boards are called upon to develop new oversight tools and new in-house expertise. And in highly volatile environments, it is not only the quality of decisions that matters, but also the ability to make them with the necessary speed: hesitation, at certain times, is in itself a choice – and sometimes the wrong one.

The role of non-executive directors

For non-executive and independent directors, all this entails a profound evolution of their role. The role of non-executive directors (NEDs) has always been to contribute an independent perspective, enhance the quality of decision-making and safeguard the interests of all stakeholders. Today, this is complemented by the ability to understand how geopolitical and macroeconomic risks actually influence corporate strategies: knowing how to interpret changing expectations among investors and regulatory authorities, assessing the impact of trade tensions on the resilience of supply chains and on the creation of sustainable value, and clearly distinguishing between risks to be mitigated and opportunities to be managed. It is no longer enough simply to ensure the correctness of processes: we must contribute actively, substantially and constructively to the quality of strategic thinking.

A complex role that requires solid expertise and a diversity of perspectives. Economic and financial knowledge, an understanding of strategic dynamics, and a command of control and risk management systems. But also that ability to engage in dialogue and interpret the context, which transforms a board of directors into an increasingly effective governing body. Diversity on boards — in terms of experience, sectoral background and cultural approach — is not a value in itself: it is a tool that serves to enhance the quality of decision-making. And in such a complex context, a wealth of perspectives is one of the most valuable resources a board can have at its disposal.

The evolution of corporate governance

It must be said that a board’s ability to respond to uncertainty also depends on how its internal work is organised. The board agenda must make room for strategic reflection, not merely for reporting. The flow of information to the board must be adequate in terms of quality, timeliness and depth. Sub-committees must function as forums for substantive discussion, not merely as formal procedures. And dialogue with management must be constructive yet demanding: capable of challenging assumptions, not merely validating them.

Corporate governance, after all, has never been a static concept nor a framework to be applied in a formal manner. It is an essential infrastructure for the life of businesses, which must be interpreted in a dynamic and evolving manner. But today, the pace of change demands that this interpretation, too, be accelerated. As international scenarios, markets and economic and social systems change rapidly, governance must not merely adapt: it must become a tool for steering this evolution, contributing to the long-term sustainability of businesses and their ability to generate a positive impact in the various contexts in which they operate. Those who govern well do not merely endure change: they anticipate it, interpret it and transform it into a competitive advantage.

In an era of constant uncertainty, the quality of governance will increasingly be the factor that distinguishes companies capable of creating value from those destined to see their value destroyed. And the contribution of non-executive and independent directors – provided they are able to bring vision, independence and expertise – will be central to this challenge. Today more than ever.

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*Professor of Financial Institutions and Markets at the Politecnico di Milano and Chair of Nedcommunity

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